1  Definitions

In these terms, "Buyer" means the person, firm or company whose details are set out in a Quotation or shown in an Order (as the case may be); "Contract" means the contract between the Seller and the Buyer in relation to the supply of the Goods from the Seller to the Buyer; "Goods" means the goods to be supplied by the Seller to the Buyer as set out in a Quotation or shown in an Order (as the case may be); "Group Company" means in respect of the Seller any subsidiary or holding company of the Seller or any subsidiary of any holding company of the Seller as such terms are defined by Section 736 and 736A of the Companies Act 1985; "Order" means an order sent to the Seller by the Buyer; "Quotation" means a quotation issued by the Seller and accepted by the Buyer by way of submission of an Order; and "Seller" means Millers Oils Limited (Registered Number : 00137671) whose registered office is at Hillside Oil Works, Rastrick Common, Brighouse, West Yorkshire, HD6 3DP or any Group Company of Millers Oils Limited to which an Order is sent..

2  Basis of Sale

An Order shall be accepted entirely at the discretion of the Seller and if accepted will only be accepted on the basis of these terms which shall govern the Contract to the exclusion of any other terms.   Acceptance of an Order will be deemed to have been on delivery of the Goods to the Buyer's address shown in the Order.   Acceptance is subject to the receipt by the Seller of satisfactory results following credit checks with a reputable credit reference agency and, in submitting an Order, the Buyer agrees to the carrying out of such credit checking.

Each Order which is accepted by the Seller shall constitute a separate legally binding contract between the Seller and the Buyer.

No addition, alteration or substitution of these terms (including any terms proposed by the Buyer to the Seller whether in an Order or otherwise) will bind the Seller or form any part of any contract unless they are expressly accepted in writing by a person authorised to sign on the Seller's behalf.

The Seller's employees or agents are not authorised to make any representation with regard to the subject matter of the Contract.   In entering into the Contract the Buyer acknowledges that if it relies on any representation, advice or recommendation given by the Seller, its employees or agents to the Buyer as to the use of the Goods it does so entirely at the Buyer's own risk.

3  Price and Payment

The price for the supply of the Goods shall be the Seller's price as set out in the Quotation or the Seller's notified price current at the date of acceptance of the Order (as the case may be).   All prices detailed in a Quotation are valid for such period stated therein, or in the absence of any period for 30 (thirty) days only or until earlier acceptance by the Buyer, after which they may be altered by the Seller without giving notice to the Buyer.

The Seller reserves the right by giving notice in writing to the Buyer at any time before delivery to increase the price for the Goods to reflect any increase in cost to the Seller which is beyond the control of the Seller (including, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specification which is requested by the Buyer, or which is due to any failure by the Buyer to give the Seller adequate information or instructions.

All prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall (unless otherwise agreed by the Seller) be liable to pay the Seller's charges for transport, packaging and insurance.

The price of the Goods is exclusive of any applicable value added tax, which the Buyer shall pay to the Seller in addition.

The Seller shall be entitled to invoice the Buyer for the price of the Goods at any time following delivery of the Goods unless the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the full amount at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

The Buyer shall pay the price for the Goods on or before the 30 th day of the month following the month of delivery of the Goods (except in the case of fuel when the Buyer shall pay the price on or before the 15 th day of the month following the month of delivery) and the Seller shall be entitled to recover the price notwithstanding that property in the Goods has not passed to the Buyer.

The time of payment of the price for the Goods shall be of the essence of the Contract.   The Buyer shall not be able to withhold payment of the price of the Goods in the event that the invoice does not include the Buyer's order number or similar information.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

3.1.1  cancel the Contract or suspend any further deliveries to the Buyer;

3.1.2  appropriate any payment made by the Buyer to such Goods supplied under any contract between the Buyer and the Seller as the Seller may think fit notwithstanding any purported appropriation by the Buyer; and

3.1.3  claim interest and/or compensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 or any other regulations from time to time.

In the event that the Seller is, for whatever reason, unable to claim interest and/or compensation under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 or any other regulations from time to time, the Seller reserves the right to charge the Buyer interest (both before and after any judgment) on the amount unpaid at the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made in full.

In the event that the Buyer submits a cheque or other payment in respect of the Seller's invoice and such cheque or other payment is subsequently dishonoured or rejected by the bank of either the Seller or the Buyer, the Seller may (notwithstanding the rights granted to the Seller pursuant to clauses 3.8 and 3.9 hereof or any other remedies available to the Seller) recover any additional costs, charges or expenses incurred by it in relation to such cheque or other payment from the Buyer which the Buyer agrees to pay immediately upon request.

4  Specification

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order and specification submitted by the Buyer.

The quantity, quality, description of and any specification for the Goods shall be as expressly set out in the Quotation or as otherwise notified to the Buyer by the Seller (as the case may be) and no other specification or any other material shall form part of or be incorporated by reference into the Contract unless expressly agreed otherwise in writing by the Seller.

The Seller reserves the right to make changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements and which do not materially affect quality or performance.

If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which result from the Seller's use of the Buyer's specification.

The Buyer warrants that any drawing, design, instruction or specification given to the Seller by or on its behalf shall not infringe any intellectual property rights of any third party.   The Buyer acknowledges that all intellectual property rights in any documents produced by the Seller shall remain with the Seller.

If, as a result of any breach of third party intellectual property rights caused due to the Seller's compliance with the Buyer's instructions the Seller is obliged to pay any additional cost or royalty in order to supply the Goods, the Seller shall be entitled to increase the price payable by the Buyer by the amount thereof and the Seller shall pay the same in accordance with the terms of clause 3.

5  Delivery

Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

Time for delivery shall not be of the essence of the Contract and any dates quoted for delivery of the Goods is approximate only and the Seller shall not be liable for any delay in delivery or supply however caused.

The Seller may deliver the Goods in advance of the quoted date upon giving reasonable notice to the Buyer.

Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 10% (ten per cent) more or 10% (ten per cent) less than the quantity ordered and make a proportional reduction or increase (as the case may be) in the price of such Goods which the Buyer agrees to pay.   The Seller shall not be liable under the Contract or otherwise to the Buyer for any reduction in quantity delivered when compared against the quantity ordered by the Buyer.

Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate instructions for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:

5.1.1  store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage; or

5.1.2  sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price.

All barrels and related packaging materials are supplied by the Seller on loan and a deposit charge shall be added to the price of the Goods at the rate notified by the Seller to the Buyer from time to time.   All such barrels and related packaging materials are the property of the Seller, and the applicable deposit charge will be credited to the Buyer upon the full return to the Seller (or as the Seller may direct) of such barrels and related packaging materials in good condition and at the expense of the Buyer.

6  Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer:

6.1.1  where the Goods are to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

6.1.2  where the Goods are to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods or where the Seller is arranging for transport of the Goods, at the point at which the Goods (or the first item thereof) is loaded on to the transport provided by a third party for delivery to the Buyer's nominated delivery location.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms, full legal and equitable title and interest in all of any of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer (including any interest accruing or owing to the Seller) for which payment is then due.

Even though title has not passed, the Seller shall be entitled to sue for the price for the Goods once payment has become due.

Until such time as property in the Goods passes to the Buyer pursuant to these terms:

6.1.3  the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and to the order of the Seller, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller's property;

6.1.4  the Buyer's right to possession of the Goods shall cease if the Buyer does anything or fails to do anything that would entitle a receiver to take possession of any assets or that would entitle any person to present a petition for the winding up of the Buyer; and

6.1.5  the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises owned, occupied or controlled by the Buyer or of any third party where the Goods are stored and repossess the Goods and take possession of all or any goods incorporating the Goods.   All costs incurred by the Seller in any such repossession are to be borne by the Buyer.

7  Warranty and Liability

The Seller warrants that it has good title to the Goods and will transfer such title as it may have to the Buyer and (subject to the conditions set out below) the Goods will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 (twelve) months from the date of delivery.

The Seller shall be under no liability:

7.1.1  in respect of (i) any defect in the Goods arising from any drawing, design or specification supplied by the Buyer; (ii) any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or written), misuse or alteration or repair of the Goods without the Seller's approval; and (iii) parts or materials not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee which is given by the manufacturer to the Seller; and

7.1.2  if the total price for the Goods has not been paid by the due date for payment.

Subject as expressly provided in these terms, and except where the Goods are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Where the Goods are supplied under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these terms.

Any claim by the Buyer based on any short or non-delivery of the Goods, any defect in the quality or condition of the Goods or their failure to correspond with the agreed specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 (fourteen) days from the date of delivery in the case of short or non-delivery or immediately following delivery in all other cases or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Contract price as if the Goods had been delivered in accordance with the Contract.

Where any valid claim in respect of any of the Goods (which is based on any short delivery of the Goods, any defect in the quality or condition of the Goods or their failure to meet the agreed specification) is notified to the Seller in accordance with these terms, the Seller shall be entitled to repair or replace the Goods (or the part(s) in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, revenue, anticipated savings or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees, agents or otherwise) which arises out of or in connection with the supply of the Goods or their use by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods save as otherwise expressly provided in these terms.

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery and power failure or breakdown in machinery shall be deemed to be beyond the Seller's reasonable control.

Following notification by the Seller to the Buyer of any cause beyond the Seller's reasonable control, the Seller shall be allowed a reasonable extension of time for performance of its obligations.   If the Goods cannot be delivered, the Buyer shall be obliged to pay for all Goods delivered and for any expenses incurred by the Seller in relation to the Contract and either party may terminate the Contract without prejudice to any rights which may have accrued prior to such termination.

8  Cancellation

The Buyer shall not be entitled to cancel the Contract and if the Buyer purports to do so it shall indemnify the Seller for all losses, costs and expenses incurred by the Seller in relation to the Contract.

The Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer if (i) the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt or subject to an administration order or has an administrator appointed in respect of it or goes into liquidation; (ii) an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Buyer; or (iii) the Buyer ceases or threatens to cease to carry on business; and if the Goods have been delivered in whole or in part but not paid for the price of the Goods shall become immediately due and payable.

9  Data Protection

In accordance with the Data Protection Legislation, and in order to facilitate your application for a Trade Account Facility, the Company may request that you disclose, in writing to the Company Secretary, specific items of Personal Data.   In addition to the trade references you have already given, the Company may carry out a further Credit Reference Agency Search.   Accordingly, the Company may disclose to a Credit Reference Agency of the Company's choosing, any Personal Data that you Provide the Company Secretary. The Credit Reference Agency may then disclose to the Company in writing or orally, the records or detail of any Personal and /or Financial Performance Data that they may hold on you.   The credit agencies will add to your records, details of our search and your application.   This will be seen by other organisations carrying out later searches.   On the basis of this Personal and/or Financial Performance Data, a manual decision will be formulated by the Company Secretary, whether or not a Trade Account Facility will be provided. Irrespective of whether or not the Company provides a Trade Account Facility, it may hold this Personal and/or Financial Performance Data in manual or computer database form, for such time that it sees fit.   Should the Company deem it necessary to carry out a Credit Reference Agency Search, failure to consent to this search, will result in the refusal of the Company to the processing of your application for a Trade Account Facility .

10  Confidentiality

Both the Seller and the Buyer shall keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations or other communications between them relating to the Goods.

All copyright, design right and know how created by or used by the Seller in relation to the Contract shall remain vested and belong absolutely to the Seller.   The Buyer shall have a licence to use the same only for the purposes of using the Goods.   Any drawings, designs and/or proposals submitted by the Seller for approval shall remain the property of the Seller and shall be treated by the Buyer as strictly confidential and shall not be divulged to third parties without the Seller's prior written consent.

11  General

T he Seller shall be entitled to assign, novate or transfer the benefit and/or burden of part or all of the Contract to any Group Company without prior reference to the Buyer.   The Buyer shall not be entitled to assign the Contract or any part without the prior written consent of the Seller.

Any notice required or permitted to be given by either party to the other under these terms shall be given in writing and addressed to the other party at its registered office, principal place of business or at such other address as may be notified to the other party from time to time.

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any other provision.

If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provisions in question shall not be affected.

A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Contract.

The Contract shall be governed by and construed in accordance with the laws of England and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.

12 Returns Policy:

• Goods returned for credit must be less than 3 months old, and in the same condition as left Millers Oils.
• Goods must be unopened, in a sufficiently clean and smart condition to allow re-sale.
• "Own label" goods for customer specific can only be returned in the event of a quality issue.
• Goods must be returned to Brighouse either on Millers Oils transport or carriage paid.
• A discretionary handling fee may be levied, determined by the Quality Manager or his/her assistant.
• No returning paperwork will result in non-payment, unless by prior arrangement.